Obligation Mondelez Global 3.25% ( CA609207AK15 ) en CAD

Mondelez Global

100 % ▼

Etats-unis

CA609207AK15 ( en CAD )

3.25% par an ( paiement semestriel )

06/03/2025 - Obligation échue

Prospectus brochure de l'obligation Mondelez International CA609207AK15 en CAD 3.25%, échue

2 000 CAD

600 000 000 CAD

609207AK1

N/A

Mondelez International est une société multinationale américaine de produits alimentaires spécialisée dans les biscuits, le chocolat, les bonbons, le chewing-gum et les boissons.

L'Obligation émise par Mondelez Global ( Etats-unis ) , en CAD, avec le code ISIN CA609207AK15, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/03/2025

424B2
424B2 1 d545817d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price
Registration Fee (1)(2)
3.250% Notes due 2025
$465,766,185.37
99.547%
$463,656,264.56
$57,725.20

(1)
C$600,000,000 aggregate principal amount of the Notes will be issued. The U.S. dollar amount to be registered is based on the March 2,
2018 CAD/U.S. dollars exchange rate of C$1.2882 to $1.00, as published by the United States Federal Reserve Board on March 2, 2018.
(2)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. A filing fee of $57,725.20 is being paid in
connection with this offering.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216408

Prospectus Supplement to Prospectus dated March 2, 2017
C$600,000,000

Mondelez International, Inc.
C$600,000,000 3.250% Notes due 2025

This is an offering of C$600,000,000 of 3.250% Notes due 2025 (the "notes") to be issued by Mondelez International, Inc., a Virginia
corporation ("Mondelez International").
We will pay interest on the notes semi-annually on March 7 and September 7 of each year, beginning on September 7 , 2018. The notes will
bear interest at the rate of 3.250% per annum. The notes will mature on March 7, 2025. The notes will be issued in minimum denominations of
C$2,000 and integral multiples of C$1,000 in excess thereof.
We may redeem the notes at the redemption prices set forth in this prospectus supplement, plus accrued and unpaid interest thereon to, but
excluding, the redemption date. See "Description of Notes--Optional Redemption" in this prospectus supplement.
If we experience a change of control triggering event, we may be required to offer to purchase the notes from holders of the notes. See
"Description of Notes--Change of Control" in this prospectus supplement. The notes will be our senior unsecured obligations and will rank
equally in right of payment with all of our existing and future senior unsecured indebtedness. Please read the information provided under the
caption "Description of Notes" in this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus for a more
detailed description of the notes.
See "Risk Factors" on page S-6 of this prospectus supplement to read about important factors you should consider before buying the
notes.
https://www.sec.gov/Archives/edgar/data/1103982/000119312518071713/d545817d424b2.htm[3/6/2018 1:22:07 PM]

424B2
The notes will not be listed on any securities exchange. Currently there is no public market for the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.

Proceeds, Before Expenses,

Initial Offering Price

Underwriting Discount

to Mondelez International
Per note

99.547%

0.325%

99.222%
Total(1)

C$
597,282,000

C$
1,950,000

C$
595,332,000

(1) Plus accrued interest from March 7, 2018 if delivery of the notes occurs after that date.
The underwriters expect to deliver the notes to purchasers in registered book-entry form and deposited in global form through the facilities of
CDS Clearing and Depository Services Inc. for the accounts of its participants on or after March 7, 2018. Investors may hold their notes outside
Canada through Clearstream Banking S.A. and Euroclear Bank S.A./N.V., as operator of the Euroclear System.
Joint Book-Running Managers

BofA Merrill Lynch

HSBC

TD Securities
Co-Managers

Deutsche Bank Securities

Goldman Sachs & Co. LLC

SOCIETE GENERALE

Wells Fargo Securities
Prospectus Supplement dated March 5, 2018
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Cautionary Statement Regarding Forward-Looking Statements
S-ii
About Mondelez International
S-1
Summary of the Offering
S-2
Risk Factors
S-6
Ratio of Earnings to Fixed Charges
S-10
Use of Proceeds
S-11
Currency Conversion
S-12
Capitalization
S-13
Description of Notes
S-14
Material U.S. Federal Income Tax Considerations
S-26
Underwriting
S-32
Incorporation by Reference
S-36
Experts
S-37
Validity of the Notes
S-38
Prospectus

Page
About This Prospectus

1
About the Company

1
Where You Can Find More Information

2
Incorporation by Reference

2
Cautionary Statement Regarding Forward-Looking Statements

4
https://www.sec.gov/Archives/edgar/data/1103982/000119312518071713/d545817d424b2.htm[3/6/2018 1:22:07 PM]

424B2
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

6
Description of Debt Securities

7
Description of Common Stock

18
Description of Other Securities

20
Plan of Distribution

21
Experts

22
Validity of the Securities

23
This prospectus supplement, the accompanying prospectus and any free-writing prospectus that we prepare or authorize contain and
incorporate by reference information that you should consider when making your investment decision. No one has been authorized to
provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You
should not assume that the information contained in this prospectus supplement or the accompanying prospectus or any document
incorporated by reference is accurate as of any date other than the date on the front cover of those documents. Our business, financial
condition, results of operations and prospects may have changed since those dates.
The financial information presented in this prospectus supplement has been prepared in accordance with generally accepted
accounting principles in the United States.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering and of the notes. This prospectus supplement, or the information incorporated
by reference in this prospectus supplement, may add, update or change information in the accompanying prospectus. If information contained in
this prospectus supplement, or the information incorporated by reference in this prospectus supplement, is inconsistent with the accompanying
prospectus, this prospectus supplement, or the information incorporated by reference in this prospectus supplement, will apply and will supersede
that information in the accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in
making your investment decision. You should also read and consider the information in the documents we have referred you to under the caption
"Where You Can Find More Information" in the accompanying prospectus and under the caption "Incorporation by Reference" in this prospectus
supplement.
Unless otherwise indicated or the context otherwise requires, references in this prospectus to "Mondelez International," the "Company,"
"we," "us" and "our" refer to Mondelez International, Inc. and its subsidiaries. Trademarks and servicemarks in this prospectus supplement and the
accompanying prospectus appear in italic type and are the property of or licensed by us.
References herein to "$" and "U.S. dollars" are to the currency of the United States. References to "C$" and "CAD" are to the lawful
currency of Canada. No representation is made that any CAD amounts converted into U.S. dollars as presented in this prospectus supplement could
have been or could be converted into U.S. dollars at any such exchange rate or at all. The financial information presented in this prospectus
supplement and the accompanying prospectus has been prepared in accordance with generally accepted accounting principles in the United States
("GAAP"). References to "SEC" are to the U.S. Securities and Exchange Commission.
Unless otherwise specified, the CAD/U.S. dollar exchange rate used in this prospectus supplement is C$1.2882 = $1.00, which is the noon
buying rate in New York City for cable transfers as announced by the United States Federal Reserve Board for CAD on March 2, 2018.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and certain statements incorporated by reference into this prospectus supplement
contain a number of forward-looking statements. Words, and variations of words, such as "will," "may," "expect," "would," "could," "might,"
"intend," "plan," "believe," "estimate," "anticipate," "likely," "deliver," "drive," "seek," "aim," "potential," "objective," "project," "outlook" and
similar expressions are intended to identify our forward-looking statements, including but not limited to statements about: our future performance,
including our future revenue growth and margins; our strategy for growing our people, growing our business and growing our impact; price
volatility and pricing actions; the cost environment and measures to address increased costs; our tax rate, tax positions and estimates of the impact
of U.S. tax reform on our 2017 and future results; market share; the United Kingdom's planned exit from the European Union and its impact on
https://www.sec.gov/Archives/edgar/data/1103982/000119312518071713/d545817d424b2.htm[3/6/2018 1:22:07 PM]

424B2
our results; the costs of, timing of expenditures under and completion of our restructuring program; snack category growth, our effect on demand
and our market position; consumer snacking behaviors; commodity prices and supply; investments; research, development and innovation;
political and economic conditions and volatility; currency exchange rates, controls and restrictions; our operations in Argentina; our e-commerce
channel strategies; manufacturing and distribution capacity; changes in laws and regulations and regulatory compliance; matters related to the
acquisition of a biscuit operation in Vietnam; potential impacts from changing to highly inflationary accounting in selected countries; overhead
costs; pension liabilities related to the JDE coffee business transactions; our JDE ownership interest; the financial impact of the Keurig Dr Pepper
transaction and our investment and governance rights in Keurig Dr Pepper following closing of the transaction;

S-ii
Table of Contents
the outcome and effects on us of legal proceedings and government investigations; the estimated value of goodwill and intangible assets;
amortization expense for intangible assets; impairment of goodwill and intangible assets and our projections of operating results and other factors
that may affect our impairment testing; our accounting estimates and judgments and the impact of new accounting pronouncements; pension
obligations, expenses, contributions and assumptions; employee benefit plan expenses, obligations and assumptions; compensation expense;
sustainability initiatives; the Brazilian indirect tax matter; remediation efforts related to and the financial and other impacts of the malware incident;
our liquidity, funding sources and uses of funding, including our use of commercial paper; interest expense; our risk management program,
including the use of financial instruments and the effectiveness of our hedging activities; working capital; capital expenditures and funding; share
repurchases; dividends; long-term value and return on investment for our shareholders; compliance with financial and long-term debt covenants;
guarantees; and our contractual obligations.
These forward-looking statements involve risks and uncertainties, many of which are beyond our control. Important factors that could cause
actual results to differ materially from those described in our forward-looking statements include, but are not limited to, risks from operating
globally including in emerging markets; changes in currency exchange rates, controls and restrictions; continued volatility of commodity and other
input costs; weakness in economic conditions; weakness in consumer spending; pricing actions; tax matters including changes in tax rates and
laws, disagreements with taxing authorities and imposition of new taxes; use of information technology and third party service providers;
unanticipated disruptions to our business, such as the malware incident, cyberattacks or other security breaches; competition; acquisitions and
divestitures; the restructuring program and our other transformation initiatives not yielding the anticipated benefits; changes in the assumptions on
which the restructuring program is based; protection of our reputation and brand image; management of our workforce; consolidation of retail
customers and competition with retailer and other economy brands; changes in our relationships with suppliers or customers; legal, regulatory, tax
or benefit law changes, claims or actions; our ability to innovate and differentiate our products; strategic transactions; the timely and successful
closing of the Keurig Dr Pepper transaction and the finalization of the terms of our participation in the transaction; significant changes in valuation
factors that may adversely affect our impairment testing of goodwill and intangible assets; perceived or actual product quality issues or product
recalls; failure to maintain effective internal control over financial reporting; volatility of and access to capital or other markets; pension costs; and
our ability to protect our intellectual property and intangible assets. We disclaim and do not undertake any obligation to update or revise any
forward-looking statement in this prospectus supplement or the accompanying prospectus except as required by applicable law or regulation.

S-iii
Table of Contents
ABOUT MONDELEZ INTERNATIONAL
We are one of the world's largest snack companies with global net revenues of $25.9 billion and net earnings of $2.9 billion in 2017. We
manufacture and market delicious snack food and beverage products for consumers in approximately 160 countries around the world. Our
portfolio includes many iconic snack brands including Nabisco, Oreo, LU and belVita biscuits; Cadbury, Milka, Cadbury Dairy Milk and
Toblerone chocolate; Trident gum; Halls candy and Tang powdered beverages.
We are proud members of the Standard & Poor's 500, Nasdaq 100 and Dow Jones Sustainability Index. Our Common Stock trades on
The Nasdaq Global Select Market under the symbol "MDLZ."
We have been incorporated in the Commonwealth of Virginia since 2000. Our principal executive offices are located at Three Parkway
North, Deerfield, IL 60015. Our telephone number is (847) 943-4000 and our Internet address is www.mondelezinternational.com. Except for
the documents incorporated by reference in this prospectus supplement and the accompanying prospectus as described under the
"Incorporation by Reference" heading in both this prospectus supplement and the accompanying prospectus, the information and other content
https://www.sec.gov/Archives/edgar/data/1103982/000119312518071713/d545817d424b2.htm[3/6/2018 1:22:07 PM]

424B2
contained on our website are not incorporated by reference in this prospectus supplement or the accompanying prospectus, and you should not
consider them to be a part of this prospectus supplement or the accompanying prospectus.

S-1
Table of Contents
SUMMARY OF THE OFFERING
The following summary contains basic information about this offering and the terms of the notes. It does not contain all the information
that is important to you. For a more complete understanding of this offering and the terms of the notes, we encourage you to read this entire
prospectus supplement, including the information under the caption "Description of Notes," and the accompanying prospectus, including the
information under the caption "Description of Debt Securities," and the documents incorporated by reference in this prospectus supplement
and the accompanying prospectus.

Issuer
Mondelez International, Inc.

Securities Offered
C$600,000,000 aggregate principal amount of 3.250% Notes due 2025.

Original issue date
March 7, 2018.

Maturity Date
March 7, 2025.

Interest Rate
3.250% per annum, accruing from March 7, 2018.

Interest Payment Dates
Semi-annually on March 7 and September 7, commencing on September 7, 2018.

Ranking
The notes will be our senior unsecured obligations and will:

· rank equally in right of payment with all of our existing and future senior

unsecured indebtedness;

· rank senior in right of payment to all of our future subordinated indebtedness;

· be effectively subordinated in right of payment to all of our future secured

indebtedness, to the extent of the value of the assets securing such indebtedness;
and

· be structurally subordinated in right of payment to all existing and future
indebtedness and other liabilities of each of our subsidiaries (including $4.5 billion

aggregate amount of indebtedness from our wholly-owned subsidiary, Mondelez
International Holdings Netherlands B.V., as of December 31, 2017).

Currency of Payments
All payments of principal, premium, if any, interest, including payments made upon any
redemption or repurchase, and additional amounts, if any, with respect to the notes will
be made in CAD. If CAD are unavailable to us due to the imposition of exchange
controls or other circumstances beyond our control, then all payments in respect of the
notes will be made in U.S. dollars until CAD are again available to us. In such
circumstances, the amount payable on any date in CAD will be converted into U.S.
dollars on the basis of the most recently available market exchange rate for CAD, as
determined by us in our sole discretion. Any payments in respect of the notes so made
in U.S. dollars will not constitute an event of default under the

https://www.sec.gov/Archives/edgar/data/1103982/000119312518071713/d545817d424b2.htm[3/6/2018 1:22:07 PM]

424B2
S-2
Table of Contents
terms of the notes or the indenture governing the notes. See "Description of Notes--

Issuance in CAD; Payment on the Notes" and "Risk Factors--The notes permit us to
make payments in U.S. dollars if we are unable to obtain CAD."

Additional Amounts
Subject to certain exceptions and limitations set forth herein, we will pay additional
amounts as may be necessary to ensure that every net payment on a note to a holder
who is a Non-U.S. Holder (as defined below under "Material U.S. Federal Income Tax
Considerations") or is a partnership that is not created or organized in or under the laws
of the United States or any state or political subdivision thereof, after deduction or
withholding by us or our paying agent for or on account of any present or future tax,
assessment or other governmental charge imposed upon or as a result of such payment
by the United States or any political subdivision or taxing authority of the United States,
will not be less than the amount provided in such note to be then due and payable. See
"Description of Notes--Payment of Additional Amounts."

Optional Redemption
Prior to January 7, 2025 (the date that is two months prior to the scheduled maturity
date for the notes) (the "Par Call Date"), we may, at our option, redeem the notes, in
whole at any time or in part from time to time (in C$1,000 increments, provided that
any remaining principal amount thereof shall be at least the minimum authorized
denomination thereof), at a redemption price equal to the greater of (i) 100% of the
principal amount of the notes to be redeemed and (ii) the Canada Yield Price (as defined
herein), plus, in either case, accrued and unpaid interest, if any, thereon to, but
excluding, the redemption date.

On or after the Par Call Date, we may, at our option, redeem the notes, in whole at any
time or in part from time to time (in C$1,000 increments, provided that any remaining
principal amount thereof shall be at least the minimum authorized denomination thereof)

at a redemption price equal to 100% of the principal amount of the notes to be
redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date.

See "Description of Notes--Optional Redemption."

Redemption of Notes for Tax Reasons
We may redeem all, but not part, of the notes upon the occurrence of specified tax
events described under "Description of Notes-- Redemption for Tax Reasons."

Change of Control
Upon the occurrence of both (i) a change of control of Mondelez International and (ii) a
downgrade of the notes below an investment grade rating by each of Moody's Investors
Service, Inc. and Standard & Poor's Ratings Services within a specified period, we will
be required to make an offer to purchase the notes at a price equal to 101% of the
aggregate principal amount of such notes, plus accrued and unpaid interest to the date of
repurchase. See "Description of Notes--Change of Control."

S-3
Table of Contents
Covenants
We will issue the notes under an indenture containing covenants that restrict our ability,
https://www.sec.gov/Archives/edgar/data/1103982/000119312518071713/d545817d424b2.htm[3/6/2018 1:22:07 PM]

424B2
with significant exceptions, to:

· incur debt secured by liens above a certain threshold;

· engage in certain sale and leaseback transactions above a certain threshold; and

· consolidate, merge, convey or transfer our assets substantially as an entirety.

For more information about these covenants, please see the information under the

caption "Description of Debt Securities--Restrictive Covenants" in the accompanying
prospectus.

Use of Proceeds
We expect to receive net proceeds of approximately C$595,332,000 ($462,142,524.45,
based on a CAD/U.S. dollar exchange rate of C$1.2882/$1.00 as of March 2, 2018)
from the sale of the notes offered hereby, before estimated offering expenses but after
deducting the underwriting discount. We intend to use the net proceeds from the sale of
the offered notes for general corporate purposes, including repayment of debt.

Further Issues
We may from time to time, without notice to or the consent of the holders of the notes,
create and issue additional notes ranking equally and ratably with the notes in all
respects and having the same interest rate, maturity and other terms as the notes (except
for the issue date, issue price, and, in some cases, the first payment of interest or interest
accruing prior to the issue date of such additional notes). See "Description of Notes--
Further Issues."

Denominations
The notes will be issued only in minimum denominations of C$2,000 and integral
multiples of C$1,000 in excess thereof.

Form/Clearing System
The notes will be issued only in registered, book-entry form and deposited in global
form with CDS Clearing and Depository Services Inc. ("CDS") and registered in the
name of CDS & Co., as nominee of CDS. Investors may hold their notes outside Canada
through Clearstream Banking S.A. and Euroclear Bank S.A./N.V., as operator of the
Euroclear System. See "Description of Notes--Book-Entry System."

Trustee
Deutsche Bank Trust Company Americas.

Paying Agent, Authenticating Agent, Registrar
Computershare Trust Company of Canada.
and Transfer Agent

Listing
The notes will not be listed on any securities exchange.

Governing Law
The indenture governing the notes is, and the notes will be, governed by, and construed
in accordance with, the laws of the State of New York.

S-4
Table of Contents
CUSIP
609207AK1

ISIN
CA609207AK15

Risk Factors
An investment in the notes involves risk. You should consider carefully the specific
factors set forth under the heading "Risk Factors" beginning on page S-6 of this
prospectus supplement, as well as the other information set forth and incorporated by
https://www.sec.gov/Archives/edgar/data/1103982/000119312518071713/d545817d424b2.htm[3/6/2018 1:22:07 PM]

424B2
reference in this prospectus supplement and the accompanying prospectus, before
investing in any of the notes offered hereby.

S-5
Table of Contents
RISK FACTORS
Investing in the notes involves various risks, including the risks described below and in the documents we incorporate by reference herein.
You should carefully consider these risks and the other information contained or incorporated by reference in this prospectus supplement before
deciding to invest in the notes, including the risk factors incorporated by reference from our annual report on Form 10-K for the year ended
December 31, 2017, as updated by our SEC filings filed after such annual report. Additional risks not currently known to us or that we currently
believe are immaterial also may impair our business operations, financial condition and liquidity.
Holders of the notes will receive payments solely in CAD, except under the limited circumstances provided herein.
All payments of principal, premium, if any, interest, including payments made upon any redemption or repurchase, and additional amounts, if
any, with respect to the notes will be made in CAD, except under the circumstances described under "Currency Conversion." We, the underwriters,
the trustee and the paying agent with respect to the notes will not be obligated to convert, or to assist any registered owner or beneficial owner of
notes in converting, payments of interest, principal, any redemption price or any additional amount in CAD made with respect to the notes into
U.S. dollars or any other currency.
Holders of the notes may be subject to the effects of foreign currency exchange rate fluctuations, as well as possible exchange controls,
relating to the CAD.
The initial investors in the notes will be required to pay for the notes in CAD. Neither we nor the underwriters will be obligated to assist the
initial investors in obtaining CAD or in converting other currencies into CAD to facilitate the payment of the purchase price for the notes.
An investment in any security denominated in, and all payments with respect to which are to be made in, a currency other than the currency
of the country in which an investor in the notes resides or the currency in which an investor conducts its business or activities (the "investor's
home currency") entails significant risks not associated with a similar investment in a security denominated in the investor's home currency. In the
case of the notes offered hereby, these risks may include the possibility of:

· significant changes in rates of exchange between the CAD and the investor's home currency; and

· the imposition or modification of foreign exchange controls with respect to the CAD or the investor's home currency.
Even if there are no actual exchange controls, it is possible that the CAD would not be available to us when payments on a note are due
because of circumstances beyond our control. As described below under "Currency Conversion," if the CAD is unavailable to us due to the
imposition of exchange controls or other circumstances beyond our control, then all payments in respect of the notes will be made in U.S. dollars
until the CAD is again available to us.
We have no control over a number of factors affecting the notes offered hereby and foreign exchange rates, including economic, financial and
political events that are important in determining the existence, magnitude and longevity of these risks and their effects. Changes in foreign
currency exchange rates between two currencies result from the interaction over time of many factors directly or indirectly affecting economic and
political conditions in the countries issuing such currencies, and economic and political developments globally and in other relevant countries.
Foreign currency exchange rates may be affected by, among other factors, existing and expected rates of inflation, existing and expected interest
rate levels, the balance of payments between countries, and the extent of governmental surpluses or deficits in various countries. All of these factors
are, in turn, sensitive to the monetary, fiscal and trade policies pursued by the governments of various countries important to international trade and
finance.

S-6
Table of Contents
https://www.sec.gov/Archives/edgar/data/1103982/000119312518071713/d545817d424b2.htm[3/6/2018 1:22:07 PM]

424B2
The exchange rates of an investor's home currency for CAD and the fluctuations in those exchange rates that have occurred in the past are
not necessarily indicative of the exchange rates or the fluctuations therein that may occur in the future. Depreciation of the CAD against the
investor's home currency would result in a decrease in the investor's home currency equivalent yield on a note, in the investor's home currency
equivalent of the principal payable at the maturity of that note and generally in the investor's home currency equivalent market value of that note.
Appreciation of the CAD in relation to the investor's home currency would have the opposite effects.
Canada may, in the future, impose exchange controls and/or modify any exchange controls imposed, which controls could affect exchange
rates, as well as the availability of CAD at the time of payment of principal, premium, if any, interest, including payments made upon any
redemption or repurchase, and additional amounts, if any, with respect to the notes.
This description of foreign exchange risks does not describe all the risks of an investment in securities, including, in particular, the notes, that
are denominated or payable in a currency other than an investor's home currency. You should consult your own financial and legal advisors as to
the risks involved in an investment in the notes.
The notes permit us to make payments in U.S. dollars if we are unable to obtain CAD.
If CAD are unavailable to us due to the imposition of exchange controls or other circumstances beyond our control, then all payments in
respect of the notes will be made in U.S. dollars until CAD are again available to us. The amount payable on any date in CAD will be converted
into U.S. dollars on the basis of the then most recently available market exchange rate for CAD, as determined by us in our sole discretion. Any
payment in respect of the notes so made in U.S. dollars will not constitute an event of default under the notes or the indenture governing the notes.
There can be no assurance that this exchange rate will be as favorable to holders of notes as the exchange rate otherwise determined by applicable
law. These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of the notes.
In a lawsuit for payment on the notes, an investor may bear currency exchange risk.
We are located in the United States. The indenture is, and the notes will be, governed by the laws of the State of New York. Under New York
law, a New York state court rendering a judgment on the notes would be required to render the judgment in CAD. However, the judgment would
be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment. A federal court sitting in New York with
diversity jurisdiction over a dispute arising in connection with the notes would apply New York law.
In courts outside of New York, investors may not be able to obtain a judgment in a currency other than U.S. dollars. For example, a judgment
for money in an action based on the notes in many other U.S. federal or state courts ordinarily would be enforced in the United States only in U.S.
dollars. The date used to determine the rate of conversion of CAD into U.S. dollars would depend upon various factors, including which court
renders the judgment and when the judgment is rendered.
Consequently, in a lawsuit for payment on the notes, investors whose home currency is U.S. dollar would bear currency exchange risk until a
New York state court judgment is entered, which could be a significant amount of time, and investors whose home currency is CAD would bear
currency exchange risk with respect to the amount of the judgment in U.S. dollars from the time the judgment is entered until the time the
judgment is paid.
An active trading market for the notes may not develop.
The notes are a new issue of securities with no established trading markets. The notes will not be listed on any securities exchange. We
cannot assure you that a trading market for the notes will develop or of the ability of

S-7
Table of Contents
holders of the notes to sell their notes or of the prices at which holders may be able to sell their notes. The underwriters have advised us that they
currently intend to make a market in the notes. However, the underwriters are not obligated to do so, and any market-making with respect to the
notes may be discontinued, in their sole discretion, at any time without notice. If no active trading markets develop, you may be unable to resell
the notes at any price or at their fair market value.
If trading markets do develop, changes in our ratings or the financial markets could adversely affect the market prices of the notes.
The market prices of the notes will depend on many factors, including, but not limited to, the following:

· ratings on our debt securities assigned by rating agencies;
https://www.sec.gov/Archives/edgar/data/1103982/000119312518071713/d545817d424b2.htm[3/6/2018 1:22:07 PM]

424B2

· the time remaining until maturity of the notes;

· the prevailing interest rates being paid by other companies similar to us;

· our results of operations, financial condition and prospects; and

· the condition of the financial markets.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which
could have an adverse effect on the market prices of the notes.
Rating agencies continually review the ratings they have assigned to companies and debt securities. Negative changes in the ratings assigned
to us or our debt securities could have an adverse effect on the market prices of the notes.
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are our obligations exclusively and not of any of our subsidiaries. A significant portion of our operations is conducted through our
subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds
available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our
subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with
respect to the assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently,
the notes will be effectively subordinated to all existing and future liabilities of any of our subsidiaries and any subsidiaries that we may in the
future acquire or establish.
Our credit ratings may not reflect all risks of your investments in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in
our credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of risks relating to the
notes. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing
organization. Each agency's rating should be evaluated independently of any other agency's rating.
We may incur additional indebtedness and we are not subject to financial covenants.
The indenture governing the notes does not prohibit us from incurring additional unsecured indebtedness in the future. We are also permitted
to incur additional secured indebtedness, subject to the limitations described in the section entitled "Description of Debt Securities--Restrictive
Covenants--Limitations on Liens" in the accompanying prospectus, that would be effectively senior to the notes. If we incur additional debt or
liabilities, our ability to pay our obligations on the notes could be adversely affected. We expect that we will from time to time incur additional
debt and other liabilities. In addition, we are not restricted from paying dividends or issuing or repurchasing our securities under the indenture.

S-8
Table of Contents
There are no financial covenants in the indenture, and our revolving credit facility agreement contains only limited covenants, which restrict
our and our major subsidiaries' ability to grant liens to secure indebtedness and our ability to effect mergers and sales of our and our subsidiaries'
properties and assets substantially as an entirety. As a result, you are not protected under the indenture in the event of a highly leveraged
transaction, reorganization, a default under our existing indebtedness, restructuring, merger or similar transaction that may adversely affect you,
except to the extent described under "Description of Debt Securities--Consolidation, Merger or Sale" in the accompanying prospectus.

S-9
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the periods indicated. This information should be read in conjunction
with the consolidated financial statements and the accompanying notes incorporated by reference in this prospectus supplement.
https://www.sec.gov/Archives/edgar/data/1103982/000119312518071713/d545817d424b2.htm[3/6/2018 1:22:07 PM]

Document Outline

#1">
- #1">